Primavera Capital Acquisition in an 8-K said Sky Venture Partners claims it has been relieved of its obligations under a Forward Purchase Agreement for $40 milion in stock. In consideration of Sky Venture’s commitment to purchase the stock, the SPAC’s sponsor transferred 500,000 Class B ordinary shares to Sky Venture. Under the FPA, Sky Venture also agreed to vote all of the Class A ordinary shares and Class B ordinary shares held by it in favor of a business combination.
Primavera has a pending deal with Lanvin Group, a luxury fashion company.
“Sky Venture has now repudiated its obligations under the Sky Venture FPA, including the obligations to purchase the forward purchase units and vote all of the PCAC ordinary shares held by it in favor of the business combination transaction,” the SPAC says in the 8-K.
Primavera also said it believes that Sky Venture’s claims are without merit and that Sky Venture remains bound by all of its obligations under the FPA. Should Sky Venture fail to honor its contractual commitments, PCAC said it will cause the forfeiture of the 500,000 Class B ordinary shares currently held by Sky Venture and vigorously enforce all rights.
Primavera in October removed the deal’s bonus pool of 3.6 million post-merger shares that were to be contributed by Fosun International, which is the target’s parent company, but added $95 million to the PIPE supporting the Lanvin deal.
Primavera also lowered the per-share price of Lanvin from $3.365773 to $2.6926188. Additionally, the SPAC added a $50 million equity investment by Meritz Securities to its PIPE.
